Articles of Incorporation - Hasbro Inc.


                     RESTATED ARTICLES OF INCORPORATION

                                      OF

                                 HASBRO, INC.


     Pursuant to the provisions of Section 7-1.1-59 of the General Laws, 1956, 
as amended, the undersigned corporation adopts the following Restated Articles 
of Incorporation:

     FIRST:  The name of the corporation is HASBRO, INC.

     SECOND:  The period of its duration is perpetual.

     THIRD:  The purposes or purposes which the corporation is authorized to 
pursue are: 

     manufacturing, processing, buying, selling, photographing, printing 
     and/or otherwise dealing in all kinds of toys, novelties, school 
     supplies, games, plastics, pens, pencils, erasers and other articles of a 
     similar nature; manufacturing, processing, buying, selling, 
     photographing, printing and otherwise dealing in other articles of 
     personal property bearing the names, pictures, likenesses and/or 
     reproduction of any toys, novelties, school supplies, games, plastics, 
     pens, pencils, erasers and other articles of a similar nature; to apply 
     for, obtain, register, purchase, lease, or otherwise to acquire and hold, 
     own, use, develop, operate and introduce, and to sell, assign, grant 
     and/or receive licenses or territorial rights in respect to, or otherwise 
     to turn to account or dispose of, any copyrights, trademarks, trade 
     names, patents, labels, patent rights or letters patent of the United 
     States, or of any other country or government, inventions, improvements 
     and processes, whether used in connection or secured under letters patent 
     or otherwise; and generally to engage in any other lawful business, 
     except as hereinafter and/or by law prohibited; and generally to do any 
     and all acts necessary, incident or related to any of the foregoing 
     specific purposes.

     In addition to the foregoing, said corporation shall have the following 
power and authority, viz:-- (See Sec. 7-2-10 of the General Laws).

       To do any lawful act which is necessary or proper to accomplish the 
     purposes of its incorporation.  Without limiting or enlarging the effect 
     of this general grant of authority, it is hereby specifically provided 
     that every corporation shall have power:

       (a)  to have perpetual succession in its corporate name, unless a 
     period for its duration is limited in its articles of association or 
     charter;

       (b)  to sue and be sued in its corporate name;

       (c)  to have and use a common seal, and alter the same at pleasure;

       (d)  to elect such officers and appoint such agents as its business 
     requires, and to fix their compensation and define their duties;

       (e)  to make by-laws not inconsistent with the Constitution or laws 
     of the United States or of this state, or with the corporation's 
     charter, or articles of association, determining the time and place 
     of holding and the manner of calling and of conducting meetings of 
     its stockholders and directors, the manner of electing its officers 
     and directors, the mode of voting by proxy, the number, 
     qualifications, powers, duties and term of office of its officers and 
     directors, the number of directors and of shares of stock necessary 
     to constitute a quorum, which number may be less than a majority, and 
     the method of making demand for payment of subscriptions to its 
     capital stock and providing for an executive committee to be elected 
     from and by the board of directors and defining its powers and 
     duties, and containing any other provisions, whether of the same or 
     of a different nature, for the management of the corporation's 
     property and the regulation and government of its affairs;

       (f)  to make contracts, incur liabilities and borrow money;

       (g)  to acquire, hold, sell and transfer shares of its own capital 
     stock; provided, that no corporation shall use its funds or property for 
     the purchase of its own shares of capital stock when such use would cause 
     any impairment of the capital of the corporation;

       (h)  to acquire, hold, sell, assign, transfer, mortgage, pledge or 
     otherwise dispose of any bonds, securities or evidences of indebtedness 
     created by, or the shares of the capital stock of any other corporation 
     or corporations of this state or of any other state, country, nation or 
     government, and while owner of said stock to exercise all the rights, 
     powers and privileges of ownership, including the right to vote thereon;

       (i)  to guarantee any bonds, securities or evidences of indebtedness 
     created by or dividends on or a certain amount per share in liquidation 
     of the capital stock of any other corporation or corporations created by 
     this state or by any other state, country, nation or government;

       (j)  to acquire, hold, use, manage, convey, lease, mortgage, pledge or 
     otherwise dispose of within or without this state any other property, 
     real or personal, which its purposes shall require;

       (k)  to conduct business and have offices in this state and elsewhere; 
     provided, however, that nothing in this section contained shall authorize 
     any corporation to carry on the business of a bank, savings bank or trust 
     company.'

     FOURTH:  The total amount of authorized capital stock of the Corporation, 
with par value, shall be One Hundred Sixty-Two Million Five Hundred Thousand 
Dollars ($162,500,000), as follows, viz:

       Common Stock in the amount of One Hundred Fifty Million Dollars 
     ($150,000,000), to be divided into Three Hundred Million (300,000,000) 
     shares of the par value of Fifty Cents ($.50) each;

       Preference Stock in the amount of Twelve Million Five Hundred Thousand 
     Dollars ($12,500,000), to be divided into Five Million (5,000,000) shares 
     of the par value of Two and 50/100 Dollars ($2.50) each.

     FIFTH:  A description of the terms, conditions, rights, privileges and 
other provisions regarding the Preference Stock is as follows, viz:

     The Board of Directors of the corporation is authorized to issue the 
Preference Stock of the Corporation from time to time in one or more series, 
each series to have such dividend rates, convertibility features, redemption 
rates and prices, liquidation preferences, voting rights and other rights, 
limitations and qualifications as the Board of Directors may determine, 
including but not limited to the following:

         (a)  the serial designation of each series;

         (b)  the rate or rates of preferential, non-participating dividends, 
       if any, payable either in cash or in property, or in the shares of the 
       same series or another series of Preference Stock, or in shares of the 
       Common Stock or in any combination thereof;

         (c)  the dates of payment of dividends and whether dividends shall be 
       cumulative and if cumulative the dates from which dividends shall be 
       cumulative;

         (d)  the price or prices and the time at which the same may be 
       redeemed, which shall be not less than the par value thereof, plus 
       dividend arrearages, if any;

         (e)  the notice of redemption required;

         (f)  the amount and terms of a sinking fund, if any, for the 
       redemption thereof, provided such sinking fund is payable only out of 
       funds legally available therefor;

         (g)  the terms, conditions, rights, privileges and other provision, 
       if any, respecting the conversion of any or all series of Preference 
       Stock into either Preference Stock of the same series or another series 
       of Preference Stock, or into Common Stock or into any other class of 
       capital stock which the corporation may then be authorized to issue, or 
       into any combination thereof;

         (h)  the preferential amount or amounts which shall be paid to the 
       holders thereof in the event of liquidation, dissolution, or winding up 
       of the corporation, whether voluntary or involuntary, which shall be 
       not less than the par value plus dividend arrearages, if any;

         (i)  the voting powers, if any, rights to participate in meetings of 
       stockholders, or rights to have notice of meetings of stockholders; and

         (j)  such other designations, preferences and relative, participating 
       optional or other special rights, and qualifications, limitations or 
       restrictions thereof, as are permitted by the provisions of Section 7-
       3-1 of the General Laws of Rhode Island, and all amendments thereof and 
       additions thereto.

     Each series of the Preference Stock shall have such preferences as to 
dividends and assets and amounts distributable on liquidation, dissolution or 
winding up as shall be declared by the resolution or resolutions of the Board 
of Directors establishing such series; provided that all Preference Stock 
shall be preferred over all Common Stock as to dividends.  All shares of any 
one series shall rank equally.

     The shares of any series of Preference Stock which have been issued and 
redeemed, will have the status of authorized and unissued shares and may be 
reissued as shares of the series of which they were originally a part or may 
be issued as shares of a new series or as shares of any other series, all 
subject to the conditions and restrictions of any series of Preference Stock.

     Subject to the limitations prescribed in this Article Fifth and any 
further limitations in accordance herewith, the holders of shares of Common 
Stock shall be entitled to receive, when and as declared by the Board of 
Directors of the corporation out of the assets of the corporation which are by 
law available therefor, dividends payable either in cash, or in property, or 
in shares of any series of Preference Stock, or in Common Stock, or in any 
combination thereof.  No dividends, however, other than dividends payable in 
shares of Common Stock shall be paid on Common Stock if dividends in full on 
all outstanding shares of Preference Stock to which the holders thereof are 
entitled shall not have been paid or declared and set apart for payment.  Each 
issued and outstanding share of Common Stock shall entitle the holder thereof 
to full voting power.

     The board of directors may authorize the issuance of additional shares of 
Common Stock and/or Preference Stock, not exceeding the number of shares 
authorized, or in the event of the issuance of additional shares as aforesaid, 
the stockholders shall not have any preemptive right to subscribe for any new 
stock to be issued by the corporation, in proportion to and/or by virtue of 
their respective holdings of stock at the time of such issue.

                                     -----

     Hasbro, Inc., a corporation organized and existing under the Business 
Corporation Act of the State of Rhode Island (hereinafter called the 
'Corporation'), hereby certifies that the following resolution was adopted by 
the Board of Directors of the Corporation as required by Section 7.1.1-15 of 
the Rhode Island Business Corporation Act at a meeting duly called and held on 
June 4, 1989:

     RESOLVED, that pursuant to the authority granted to and vested in the 
Board of Directors of this Corporation (hereinafter called the 'Board of 
Directors' or the 'Board') in accordance with the provisions of the Articles 
of Incorporation, the Board of Directors hereby creates a series of Preference 
Stock, par value $2.50 per share.  The designation, number of shares, rights, 
preferences, and limitations is as follows:

     Series B Junior Participating Preference Stock:

       Section 1.  Designation and Amount.  The shares of such series shall be 
designated as 'Series B Junior Participating Preference Stock' (the 'Series B 
Preference Stock') and the number of shares constituting the Series B 
Preference Stock shall be 100,000.  Such number of shares may be increased or 
decreased by resolution of the Board of Directors; provided, that no decrease 
shall reduce the number of shares of Series B Preference Stock to a number 
less than the number of shares then outstanding plus the number of shares 
reserved for issuance upon the exercise of outstanding options, rights or 
warrants or upon the conversion of any outstanding securities issued by the 
Corporation convertible into Series B Preference Stock.

         Section 2. Dividends and Distributions.

         (A)  Subject to the rights of the holders of any shares of any 
     series of Preference Stock (or any similar stock) ranking prior and 
     superior to the Series B Preference Stock with respect to dividends, the 
     holders of shares of Series B Preference Stock, in preference to the 
     holders of Common Stock, par value $.50 per share (the 'Common Stock'), 
     of the Corporation, and of any other junior stock, shall be entitled to 
     receive, when, as and if declared by the Board of Directors out of funds 
     legally available for the purpose, quarterly dividends payable in cash 
     on the last day of March, June, September and December in each year (each 
     such date being referred to herein as a 'Quarterly Dividend Payment 
     Date'), commencing on the first Quarterly Dividend Payment Date after the 
     first issuance of a share or fraction of a share of Series B Preference 
     Stock, in an amount per share (rounded to the nearest cent) equal to the 
     greater of (a) $10 or (b) subject to the provision for adjustment 
     hereinafter set forth, 1,000 times the aggregate per share amount of all 
     cash dividends, and 1,000 times the aggregate per share amount (payable 
     in kind) of all non-cash dividends or other distributions, other than a 
     dividend payable in shares of Common Stock or a subdivision of the 
     outstanding shares of Common Stock (by reclassification or otherwise), 
     declared on the Common Stock since the immediately preceding Quarterly 
     Dividend Payment Date or, with respect to the first Quarterly Dividend 
     Payment Date, since the first issuance of any share or fraction of a 
     share of Series B Preference Stock.  In the event the Corporation shall 
     at any time declare or pay any dividend on the Common Stock payable in 
     shares of Common Stock, or effect a subdivision or combination or 
     consolidation of the outstanding shares of Common Stock (by 
     reclassification or otherwise than by payment of a dividend in shares of 
     Common Stock) into a greater or lesser number of shares of Common Stock, 
     then in each such case the amount to which holders of shares of Series B 
     Preference Stock were entitled immediately prior to such event under 
     clause (b) of the preceding sentence shall be adjusted by multiplying 
     such amount by a fraction, the numerator of which is the number of shares 
     of Common Stock outstanding immediately after such event and the 
     denominator of which is the number of shares of Common Stock that were 
     outstanding immediately prior to such event.

         (B)  The Corporation shall declare a dividend or distribution on the 
     Series B Preference Stock as provided in paragraph (A) of this Section 
     immediately after it declares a dividend or distribution on the Common 
     Stock (other than a dividend payable in shares of Common Stock); provided 
     that, in the event no dividend or distribution shall have been declared 
     on the Common Stock during the period between any Quarterly Dividend 
     Payment Date and the next subsequent Quarterly Dividend Payment Date, a 
     dividend of $10 per share on the Series B Preference Stock shall 
     nevertheless be payable on such subsequent Quarterly Dividend Payment 
     Date.

         (C)  Dividends shall begin to accrue and be cumulative on 
     outstanding shares of Series B Preference Stock from the Quarterly 
     Dividend Payment Date next preceding the date of issue of such shares, 
     unless the date of issue of such shares is prior to the record date for 
     the first Quarterly Dividend Payment Date, in which case dividends on 
     such shares shall begin to accrue from the date of issue of such shares, 
     or unless the date of issue is a Quarterly Dividend Payment Date or is a 
     date after the record date for the determination of holders of shares of 
     Series B Preference Stock entitled to receive a quarterly dividend and 
     before such Quarterly Dividend Payment Date, in either of which events 
     such dividends shall begin to accrue and be cumulative from such 
     Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not 
     bear interest.  Dividends paid on the shares of Series B Preference Stock 
     in an amount less than the total amount of such dividends at the time 
     accrued and payable on such shares shall be allocated pro rata on a 
     share-by-share basis among all such shares at the time outstanding.  The 
     Board of Directors may fix a record date for the determination of holders 
     of shares of Series B Preference Stock entitled to receive payment of a 
     dividend or distribution declared thereon, which record date shall be not 
     more than 60 days prior to the date fixed for the payment thereof.

         Section 3.  Voting Rights.  The holders of shares of Series B 
Preference Stock shall have the following voting rights:

         (A)  Subject to the provision for adjustment hereinafter set forth, 
     each share of Series B Preference Stock shall entitle the holder thereof 
     to 1,000 votes on all matters submitted to a vote of the stockholders of 
     the Corporation.  In the event the Corporation shall at any time declare 
     or pay any dividend on the Common Stock payable in shares of Common 
     Stock, or effect a subdivision or combination or consolidation of the 
     outstanding shares of Common Stock (by reclassification or otherwise than 
     by payment of a dividend in shares of Common Stock) into a greater or 
     lesser number of shares of Common Stock, then in each such case the 
     number of votes per share to which holders of shares of Series B 
     Preference Stock were entitled immediately prior to such event shall be 
     adjusted by multiplying such number by a fraction, the numerator of which 
     is the number of shares of Common Stock outstanding immediately after 
     such event and the denominator of which is the number of shares of Common 
     Stock that were outstanding immediately prior to such event.

         (B)  Except as otherwise provided herein, in any other Certificate of 
     Designations creating a series of Preference Stock or any similar stock, 
     or by law, the holders of shares of Series B Preference Stock and the 
     holders of shares of Common Stock and any other capital stock of the 
     Corporation having general voting rights shall vote together as one class 
     on all matters submitted to a vote of stockholders of the Corporation.

         (C)  Except as set forth herein, or as otherwise provided by law, 
     holders of Series B Preference Stock shall have no special voting rights 
     and their consent shall not be required (except to the extent they are 
     entitled to vote with holders of Common Stock as set forth herein) for 
     taking any corporate action.

         Section 4.  Certain Restrictions.

         (A)  Whenever quarterly dividends or other dividends or distributions 
payable on the Series B Preference Stock as provided in Section 2 are in 
arrears, thereafter and until all accrued and unpaid dividends and 
distributions, whether or not declared, on shares of Series B Preference Stock 
outstanding shall have been paid in full, the Corporation shall not:

            (i)  declare or pay dividends, or make any other distributions, on 
         any shares of stock ranking junior (either as to dividends or upon 
         liquidation, dissolution or winding up) to the Series B Preference 
         Stock;

           (ii)  declare or pay dividends or make any other distributions, on 
         any shares of stock ranking on a parity (either as to dividends or 
         upon liquidation, dissolution or winding up) with the Series B 
         Preference Stock, except dividends paid ratably on the Series B 
         Preference Stock and all such parity stock on which dividends are 
         payable or in arrears in proportion to the total amounts to which the 
         holders of all such shares are then entitled;

          (iii)  redeem or purchase or otherwise acquire for consideration 
         shares of any stock ranking junior (either as to dividends or upon 
         liquidation, dissolution or winding up) to the Series B Preference 
         Stock, provided that the Corporation may at any time redeem, purchase 
         or otherwise acquire shares of any such junior stock in exchange for 
         shares of any stock of the Corporation ranking junior (either as to 
         dividends or upon dissolution, liquidation or winding up) to the 
         Series B Preference Stock; or

           (iv)  redeem or purchase or otherwise acquire for consideration any 
         shares of Series B Preference Stock, or any shares of stock ranking 
         on a parity with the Series B Preference Stock, except in accordance 
         with a purchase offer made in writing or by publication (as 
         determined by the Board of Directors) to all holders of such shares 
         upon such terms as the Board of Directors, after consideration of the 
         respective annual dividend rates and other relative rights and 
         preferences of the respective series and classes, shall determine in 
         good faith will result in fair and equitable treatment among the 
         respective series or classes.

         (B)  The Corporation shall not permit any subsidiary of the 
     Corporation to purchase or otherwise acquire for consideration any shares 
     of stock of the Corporation unless the Corporation could, under paragraph 
     (A) of this Section 4, purchase or otherwise acquire such shares at such 
     time and in such manner.

         Section 5.  Reacquired Shares.  Any shares of Series B Preference 
Stock purchased or otherwise acquired by the Corporation in any manner 
whatsoever shall be retired and cancelled promptly after the acquisition 
thereof.  All such shares shall upon their cancellation become authorized but 
unissued shares of Preference Stock and may be reissued as part of a new 
series of Preference Stock subject to the conditions and restrictions on 
issuance set forth herein, in the Articles of Incorporation, or in any other 
Certificate of Designations creating a series of Preference Stock or any 
similar stock or as otherwise required by law.

         Section 6.  Liquidation, Dissolution or Winding Up. Upon any 
liquidation, dissolution or winding up of the Corporation, no distribution 
shall be made (1) to the holders of shares of stock ranking junior (either as 
to dividends or upon liquidation, dissolution or winding up) to the Series B 
Preference Stock unless, prior thereto, the holders of shares of Series B 
Preference Stock shall have received $1,000 per share, plus an amount equal to 
accrued and unpaid dividends and distributions thereon, whether or not 
declared, to the date of such payment, provided that the holders of shares of 
Series B Preference Stock shall be entitled to receive an aggregate amount per 
share, subject to the provision for adjustment hereinafter set forth, equal to 
1,000 times the aggregate amount to be distributed per share to holders of 
shares of Common Stock, or (2) to the holders of shares of stock ranking on a 
parity (either as to dividends or upon liquidation, dissolution or winding up) 
with the Series B Preference Stock, except distributions made ratably on the 
Series B Preference Stock and all such parity stock in proportion to the total 
amounts to which the holders of all such shares are entitled upon such 
liquidation, dissolution or winding up.  In the event the Corporation shall at 
any time declare or pay any dividend on the Common Stock payable in shares of 
Common Stock, or effect a subdivision or combination or consolidation of the 
outstanding shares of Common Stock (by reclassification or otherwise than by 
payment of a dividend in shares of Common Stock) into a greater or lesser 
number of shares of Common Stock, then in each such case the aggregate amount 
to which holders of shares of Series B Preference Stock were entitled 
immediately prior to such event under the proviso in clause (1) of the 
preceding sentence shall be adjusted by multiplying such amount by a fraction 
the numerator of which is the number of shares of Common Stock outstanding 
immediately after such event and the denominator of which is the number of 
shares of Common Stock that were outstanding immediately prior to such event.

         Section 7.  Consolidation, Merger, etc.  In case the Corporation 
shall enter into any consolidation, merger, combination or other transaction 
in which the shares of Common Stock are exchanged for or changed into other 
stock or securities, cash and/or any other property, then in any such case 
each share of Series B Preference Stock shall at the same time be similarly 
exchanged or changed into an amount per share, subject to the provision for 
adjustment hereinafter set forth, equal to 1,000 times the aggregate amount of 
stock, securities, cash and/or any other property (payable in kind), as the 
case may be, into which or for which each share of Common Stock is changed or 
exchanged.  In the event the Corporation shall at any time declare or pay any 
dividend on the Common Stock payable in shares of Common Stock, or effect a 
subdivision or combination or consolidation of the outstanding shares of 
Common Stock (by reclassification or otherwise than by payment of a dividend 
in shares of Common Stock) into a greater or lesser number of shares of Common 
Stock, then in each such case the amount set forth in the preceding sentence 
with respect to the exchange or change of shares of Series B Preference Stock 
shall be adjusted by multiplying such amount by a fraction, the numerator of 
which is the number of shares of Common Stock outstanding immediately after 
such event and the denominator of which is the number of shares of Common 
Stock that were outstanding immediately prior to such event.

         Section 8.  No Redemption.  The shares of Series B Preference Stock 
shall not be redeemable.

         Section 9.  Rank.  The Series B Preference Stock shall rank, with 
respect to the payment of dividends and the distribution of assets, junior to 
the Corporation's 8% Convertible Preference Stock, par value $2.50 per share, 
and to all series of any other class of the Corporation's Preference Stock.

         Section 10.  Amendment.  The Articles of Incorporation of the 
Corporation shall not be amended in any manner which would materially alter or 
change the powers, preferences or special rights of the Series B Preference 
Stock so as to affect them adversely without the affirmative vote of the 
holders of at least two-thirds of the outstanding shares of Series B 
Preference Stock, voting together as a single class.  

     SIXTH:  The principal office of said corporation shall be located in 
Pawtucket, Rhode Island.

     SEVENTH:  The corporation may contract for any lawful purpose with one or 
more of its directors or with any corporation having with it a common director 
or directors, if the contract is entered into in good faith, if it is approved 
or ratified by vote of the holders of a majority in interest of its stock or 
by a majority vote at any meeting of its board of directors excluding any vote 
by the contracting or common director or directors and if the contracting or 
common director or directors shall not be necessary for a quorum at the 
meeting for this purpose.  A contract made in compliance with the foregoing 
provisions shall be voidable by the corporation complying with the said 
provision only in case it would be voidable if made with a stranger.  A 
contract not otherwise void or voidable shall not be rendered void or voidable 
merely because not approved or ratified in accordance with the foregoing 
provisions.


     EIGHTH:  8.1  The number of directors of the Corporation (exclusive of 
directors that may be elected by the holders of any one or more series of the 
Preference Stock voting separately as a class or classes) that shall 
constitute the entire Board of Directors (the 'Entire Board of Directors') 
shall be 17, unless otherwise determined from time to time by resolution 
adopted by the affirmative vote of a majority of the Entire Board of 
Directors, except that if an Interested Person (as hereinafter defined) 
exists, such majority must include the affirmative vote of at least a majority 
of the Continuing Directors (as hereinafter defined). 

     8.2  Except with respect to any directors elected by holders of any one 
or more series of Preference Stock voting separately as a class or classes, 
the Board of Directors shall be divided into three (3) classes in respect of 
term of office, designated Class I, Class II and Class III.  Each class shall 
contain one-third (1/3) of the Entire Board of Directors, or such other number 
that will cause all three (3) classes to be as nearly equal in number as  
possible, with the terms of office of one class expiring each year.  At the 
annual meeting of shareholders in 1985, directors of Class I shall be elected 
to serve until the annual meeting of shareholders to be held in 1986; the 
directors of Class II shall be elected to serve until the annual meeting of 
shareholders to be held in 1987; and the directors of Class III shall be 
elected to serve until the annual meeting of shareholders to be held in 1988; 
provided that in each case, directors shall continue to serve until their 
successors shall be elected and shall qualify or until their earlier death, 
resignation or removal.  At each subsequent annual meeting of shareholders, 
one (1) class of directors shall be elected to serve until the annual meeting 
of shareholders held three (3) years next following and until their successors 
shall be elected and shall qualify or until their earlier death, resignation 
or removal.  No decrease in the number of directors shall have the effect of 
shortening the term of office of any incumbent director.  Any increase or 
decrease in the number of directors shall be apportioned among the classes so 
as to make all classes as nearly equal in number as possible. 

     8.3  Except as otherwise required by law and subject to the terms of any 
one or more classes or series of outstanding capital stock of the Corporation, 
any director may be removed; provided, however, such removal must be for cause 
and must be approved by at least a majority vote of the Entire Board of 
Directors or by at least a majority of the votes held by the holders of shares 
of the Corporation then entitled to be voted at an election for that director, 
except that if an Interested Person exists, such removal must be approved (1) 
by at least a majority vote of the Entire Board of Directors, including a 
majority of the Continuing Directors, or (2) by at least 80% of the votes held 
by the holders of shares of the Corporation then entitled to be voted at an 
election for that director, including a majority of the votes held by holders 
of shares of the Corporation then entitled to vote at an election for that 
director that are not beneficially owned or controlled, directly or 
indirectly, by any Interested Person.  For purposes of this paragraph, the 
Entire Board of Directors will not include the director who is the subject of 
the removal determination, nor will such director be entitled to vote thereon. 
 However, nothing in the preceding sentence shall be construed as preventing a 
director who is the subject of removal determination (but who has not yet 
actually been removed in accordance with this Section 8.3) from voting on any 
other matters brought before the Board of Directors, including, without 
limitation, any removal determination with respect to any other director or 
directors. 

     8.4  Except as otherwise provided by the terms of any one or more classes 
or series of outstanding capital stock of the Corporation, any vacancy 
occurring on the Board of Directors, including any vacancy created by reason 
of any increase in the number of directors, shall be filled by the affirmative 
vote of at least a majority of the remaining directors, whether or not such 
remaining directors constitute a quorum, except that if an Interested Person 
exists, such majority of the remaining directors must include a majority of 
the Continuing Directors.  A director elected to fill a vacancy shall serve 
for the unexpired term of his or her predecessor in office. 

     NINTH:  The Board of Directors is authorized to adopt, repeal, alter, 
amend or rescind the By-Laws of the Corporation by the affirmative vote of at 
least a majority of the Entire Board of Directors, except that if an 
Interested Person exists, such Board action must be taken by the affirmative 
vote of at least a majority of the Entire Board of Directors, including a 
majority of the Continuing Directors.  The shareholders may  adopt, repeal, 
alter, amend or rescind the By-Laws of the Corporation by the vote of at least 
66-2/3% of the votes held by holders of shares of Voting Stock (as hereinafter 
defined) except that if an Interested Person exists, such shareholder action 
must be taken by the vote of at least 80% of the votes held by holders  of 
shares of Voting Stock, including an Independent Majority of Shareholders (as 
hereinafter defined). 


     TENTH:  10.1  For the purposes of these Articles Eighth through Twelfth:

       (1)  The term 'beneficial owner' and correlative terms  shall have the 
meaning as set forth in Rule 13d-3 of the General  Rules and Regulations (the 
'General Rules') promulgated by the  Securities and Exchange Commission (the 
'Commission') under the  Securities Exchange Act of 1934 (the 'Exchange Act'), 
as in  effect on June 5, 1985, except that the words 'within sixty days'  in 
Rule 13d-3(d)(1)(i) shall be omitted. 

      (2)  The term 'Business Combination' shall mean: 

         (a)  any merger or consolidation of the Corporation or any Subsidiary 
(as hereinafter defined) (i) with an  Interested Person, any Affiliate (as 
hereinafter defined) or  Associate (as hereinafter defined) of an Interested 
Person or any Person (as hereinafter defined) acting in concert with an 
Interested Person (including, without limitation, any Person, which after such 
merger or consolidation, would be an Affiliate or Associate of an Interested 
Person), in  each case irrespective of which Person is the surviving  entity 
in such merger or consolidation, or (ii) proposed, directly or indirectly, by 
or on behalf of an Interested Person;      

         (b)  any sale, lease, exchange, transfer, distribution to 
shareholders or other disposition, including, without limitation, a mortgage, 
pledge or other security device, by the Corporation or any Subsidiary (in a 
single transaction or a series of separate or related transactions)  of all, 
substantially all or any Substantial Part (as hereinafter defined) of the 
assets or business of the Corporation or a Subsidiary (including, without 
limitation, any securities of a Subsidiary) (i) to or with an Interested 
Person, or (ii) proposed, directly or indirectly, by or on  behalf an 
Interested Person; 

         (c)  the purchase, exchange, lease or other  acquisition, including, 
without limitation, a mortgage, pledge or other security device, by the 
Corporation or any Subsidiary (in a single transaction or a series of separate 
or related transactions) of all, substantially all or any Substantial Part of 
the assets or business of (i) an Interested Person, or (ii) any Person, if 
such purchase, exchange, lease or other acquisition is proposed, directly or 
indirectly, by or on behalf of an Interested Person; 

         (d)  the issuance of any securities, or of any  rights, warrants or 
options to acquire any securities, by  the Corporation or a Subsidiary to an 
Interested Person  (except (i) as a result of a pro rata stock dividend or 
stock split, (ii) upon the exercise or conversion of warrants or other rights, 
including preemptive rights, or convertible securities acquired by an 
Interested Person prior to or simultaneously with becoming an Interested 
Person or (iii) upon conversion of publicly traded convertible securities of 
the Corporation) or the acquisition by  the Corporation or a Subsidiary of any 
securities, or of any  rights, warrants or options to acquire any securities, 
issued by an Interested Person; 

         (e)  any plan or proposal for, or which has the  effect of, the 
partial or complete liquidation, dissolution, spin off, split off or split up 
of the Corporation or any  Subsidiary proposed, directly or indirectly, by or 
on behalf of an Interested Person; 

         (f)  any of the following which has the effect,  directly or 
indirectly, of increasing the proportionate  amount of Voting Stock or capital 
stock of any Subsidiary thereof which is beneficially owned by an Interested 
Person: any  reclassification of securities (including, without limitation, 
any reverse stock split) of the Corporation, any issuance of any Voting Stock 
or other securities of the Corporation, any recapitalization of the 
Corporation or any merger, consolidation or other transaction (whether or not 
with or into or otherwise involving an Interested Person); and 

         (g)  any agreement, contract, understanding or  other arrangement 
providing for any of the transactions  described in this subsection (2) of 
Section 10.1. 

       (3)  The term 'Continuing Director' shall mean (i) a  director serving 
continuously as a director of the Corporation  from and including June 5, 
1985; (ii) a person who was a member  of the Board of Directors of the 
Corporation immediately prior to  the time that any then existing Interested 
Person became an  Interested Person, (iii) a person not affiliated with any  
Interested Person and designated (before or simultaneously with  initially 
becoming a director) as a Continuing Director by at  least a majority of the 
then Continuing Directors and (iv) a  director deemed to be a Continuing 
Director in accordance with  the last sentence of this subsection (3) of this 
Section 10.1.   All references to action by a specified percentage of the 
Continuing Directors shall mean a vote of such specified percentage  of the 
total number of Continuing Directors of the Corporation at  a meeting at which 
at least such specified percentage of the  total number of Continuing 
Directors shall have been in attend- ance.  Whenever a condition requires the 
act of a specified  percentage of Continuing Directors, such condition shall 
not be  capable of fulfillment unless there is at least one Continuing  
Director.  If all of the capital stock of the Corporation is  beneficially 
owned by one Person continuously for at least three  consecutive years during 
which period at least three annual  meetings of shareholders shall have taken 
place, at which  meetings all of the Continuing Directors as defined in 
clauses  (i)-(iii) above shall not have been reelected, all directors  elected 
from and after such third consecutive year shall be  deemed Continuing 
Directors. 

       (4)  The term 'Independent Majority of Shareholders'  shall mean the 
majority of the votes held by holders of shares of  the outstanding Voting 
Stock that are not beneficially owned or  controlled, directly or indirectly, 
by any Interested Person. 

       (5)  The term 'Interested Person' shall mean (i) any  Person, which, 
together with its 'Affiliates' and 'Associates'  (as defined in Rule 12b-2 of 
the General Rules promulgated by the  Commission under the Exchange Act, as in 
effect on June 5, 1985)  and any Person acting in concert therewith, is the 
beneficial  owner, directly or indirectly, of ten percent (10%) or more of  
the votes held by the holders of shares of Voting Stock, (ii) any  Affiliate 
or Associate of an Interested Person, including,  without limitation, a Person 
acting in concert therewith, (iii)  any Person that at any time within the two 
year period immediately prior to the date in question was the beneficial 
owner,  directly or indirectly, of ten percent (10%) or more of the votes  
held by the holders of shares of Voting Stock, or (iv) an  assignee of, or 
successor to, any shares of Voting Stock which  were at any time within the 
two-year period prior to the date in  question beneficially owned by any 
Interested Person, if such  assignment or succession shall have occurred in 
the course of a  transaction or series of transactions not involving a public 
 offering within the meaning of the Securities Act of 1933, as  amended.  For 
purposes of determining the percentage of votes held by a Person, any Voting 
Stock not outstanding which is subject to any option, warrant, convertible 
security, preemptive  or other right held by such Person (whether or not such 
option,  warrant, convertible security, preemptive or other right is  
currently exercisable) shall be deemed to be outstanding for the  purpose of 
computing the percentage of votes held by such Person.  

       Notwithstanding anything contained in the immediately preceding 
paragraph, the term 'Interested Person' shall not include (A) a Subsidiary of 
the Corporation or (B) a Continuing  Director who beneficially owned, on June 
5, 1985, ten percent  (10%) or more of the votes held by the holders of shares 
of  Voting Stock and any Affiliate or Associate of one or more of  such 
Continuing Directors.  For purposes of Articles Eighth, Ninth and Twelfth only 
of these Articles of Association, the term 'Interested Person' shall not 
include any Person which shall have deposited all of its Voting Stock in  a 
voting trust (only and for so long as the voting trust shall be  continuing 
and all of such Person's Voting Stock shall remain  deposited in the Voting 
Trust) pursuant to an agreement with the Corporation providing the Corporation 
with the power to appoint a majority of the voting trustees of the voting 
trust who, in turn,  shall have the power to vote all of the shares of Voting 
Stock in  the voting trust, in their discretion, for the election of directors 
of the Corporation and the amendment of these Articles of  Association and the 
By-Laws.  The agreement by the Corporation with any Person described in the 
immediately preceding sentence to use its best efforts to elect one designee 
of such Person as a director and to cause the voting trustees appointed by the 
Corporation to vote for such designee shall not cause such Person to be deemed 
an Interested Person for purposes of Articles  Eighth, Ninth and Twelfth of 
these Articles of Association. 

       A Person who is an Interested Person as of (x) the time  any definitive 
agreement, or amendment thereto, relating to a  Business Combination is 
entered into, (y) the record date for the  determination of shareholders 
entitled to notice of and to vote  on a Business Combination, or (z) 
immediately prior to the  consummation of a Business Combination shall be 
deemed an  Interested Person for purposes of this definition. 

       (6)  The term 'Person' shall mean any individual,  corporation, 
partnership or other person, group or entity (other  than the Corporation, any 
Subsidiary or a trustee holding stock  for the benefit of employees of the 
Corporation or its Subsidiaries, or any one of them, pursuant to one or more 
employee benefit plans or arrangements).  When two or more Persons act as a  
partnership, limited partnership, syndicate, association or other  group for 
the purpose of acquiring, holding or disposing of  securities, such 
partnership, syndicate, association or group will be deemed a 'Person'. 

       (7)  The term 'Subsidiary' shall mean any corporation  or other entity 
fifty percent (50%) or more of the equity of  which is beneficially owned by 
the Corporation; provided, however, that for purposes of the definition of 
Interested Person  set forth in subsection (5) of this Section 10.1 and the 
definition of Person set forth in subsection (6) of this Section 10.1, the 
term 'Subsidiary' shall mean only a corporation of which a majority of each 
class of equity security is beneficially owned by the Corporation. 

       (8)  The term 'Substantial Part', as used in reference  to the assets 
or business of any Person, means assets or business  having a value of more 
than ten percent (10%) of the total  consolidated assets of the Corporation 
and its Subsidiaries as of  the end of the Corporation's most recent fiscal 
year ending prior  to the time the determination is made. 

       (9)  For the purposes of determining the number of  'votes held by 
holders' of shares, including Voting Stock, of the  Corporation, each share 
shall have the number of votes granted to  it pursuant to Article Fifth of 
these Articles of Association.
 
       (10)  The term 'Voting Stock' shall mean stock or other  securities of 
the Corporation entitled to vote generally in the  election of directors. 

     10.2  Subject to Section 10.3 of this Article Tenth, but notwithstanding 
any other provisions of these Articles of Association or the fact that no vote 
for such a transaction may be required by law or that approval by some lesser 
percentage of shareholders may be permitted by law, neither the Corporation 
nor any Subsidiary shall be party to a Business Combination unless all of the 
following conditions are met: 

       (1)  After becoming an Interested Person and prior to  the consummation 
of such Business Combination: 

         (a)  such Interested Person shall not have  acquired any newly issued 
       shares of capital stock, directly  or indirectly, from the Corporation 
       or a Subsidiary (except upon exercise or conversion of warrants or 
       other rights, including preemptive rights, or convertible securities 
       acquired by an Interested Person prior to becoming an Interested Person 
       or upon compliance with the provisions of this Article Tenth or as a 
       result of a pro rata stock dividend or stock split); 

         (b)  such Interested Person shall not have  received the benefit, 
       directly or indirectly (except proportionately as a shareholder), of 
       any loans, advances, guarantees, pledges or other financial assistance 
       or tax credits provided by the Corporation or a Subsidiary, or have 
       made any major changes in the Corporation's business or equity capital 
       structure; 

         (c)  except as approved by a majority of the  Continuing Directors, 
       there shall have been (i) no reduction in the annual rate of dividends 
       paid on Voting Stock (except as necessary to reflect a pro rata stock 
       dividend or stock split) and (ii) an increase in such annual rate of 
       dividends as necessary to reflect any reclassification (including any 
       reverse stock split), recapitalization, reorganization or any similar 
       transaction which has the effect of reducing the  number of outstanding 
       shares of Voting Stock; and 

         (d)  such Interested Person shall have taken steps  to insure that 
       the Board of Directors of the Corporation included at all times 
       representation by Continuing Directors proportionate to the ratio that 
       the number of shares of Voting Stock from time to time owned by 
       shareholders who  are not Interested Persons bears to all shares of 
       Voting  Stock outstanding at the time in question (with a Continuing 
       Director to occupy any resulting fractional position among the 
       directors); and 

       (2)  The Business Combination shall have been approved  by at least a 
majority of the Entire Board of Directors of the  Corporation, including a 
majority of the Continuing Directors; and 

       (3)  A shareholder's meeting shall have been called for  the purpose of 
approving the Business Combination and a proxy  statement complying with the 
requirements of the Exchange Act, as  amended, or any successor statute or 
rule, whether or not the  Corporation is then subject to such requirements, 
shall be mailed  to all shareholders of the Corporation not less than thirty 
(30)  days prior to the date of such meeting for the purpose of  soliciting 
shareholder approval of such Business Combination and  shall contain at the 
front thereof, in a prominent place, (a) any  recommendations as to the 
advisability (or inadvisability) of the  Business Combination which the 
Continuing Directors may choose to  state, and (b) the opinion of a reputable 
national investment  banking firm as to the fairness (or lack thereof) of the 
terms of  such Business Combination, from the point of view of the  remaining 
shareholders of the Corporation (such investment  banking firm to be engaged 
by a majority of the Continuing  Directors solely on behalf of the remaining 
shareholders and paid  a reasonable fee for their services, which fee shall 
not be  contingent upon the consummation of the transaction); and 

       (4)  The Business Combination shall have been approved  by at least 80% 
of the votes held by the holders of the  outstanding Voting Stock, including 
an Independent Majority of  Shareholders. 

     10.3  The approval requirements of Section 10.2 shall not apply to any 
particular Business Combination, and such Business Combination shall require 
only such affirmative shareholder vote as is required by law, any other 
provision of  the Articles of Association, the terms of any outstanding 
classes or series of capital stock of the Corporation or any agreement with 
any national securities exchange, if the Business Combination is approved by a 
majority of the Entire Board of Directors, including the affirmative vote of 
at least 66-2/3% of the Continuing Directors. 

     10.4  The Board of Directors of the Corporation, when evaluating any 
offer of another Person (the 'Offering  Person') (i) to make a tender or 
exchange offer for any equity  security of the Corporation or (ii) to effect 
any Business Combination (as defined in Section 10.1, except that for purposes 
of this Section 10.4 the term 'Person' shall be  substituted for the term 
'Interested Person'), shall, in connection with the exercise of the Board's 
judgment in determining what is in the best interests of the Corporation as a 
whole, be authorized to give due consideration to such factors as the Board of 
Directors determines to be relevant, including, without limitation: 

       (a)  the relationships between the consideration  offered by the 
       Offering Person and (x) the market price of the Voting Stock over a 
       period of years, (y) the current and future value of the Corporation as 
       an independent entity and (z) political, economic and other factors 
       bearing on securities prices and the Corporation's financial condition 
       and future prospects; 

       (b)  the interests of all of the Corporation's shareholders, including 
       minority shareholders; 

       (c)  whether the proposed transaction might violate federal, state, 
       local or foreign laws; 

       (d)  the competence, experience and integrity of  the Offering Person 
       and its management; and 

       (e)  the social, legal and economic effects upon  employees, suppliers, 
       customers, licensors, licensees and  other constituents of the 
       Corporation and its Subsidiaries  and on the communities in which the 
       Corporation and its  Subsidiaries operate or are located. 

       In connection with any such evaluation, the Board of  Directors is 
authorized to conduct such investigations and to  engage in such legal 
proceedings as the Board of Directors may  determine. 

     10.5  As to any particular transaction, the  Continuing Directors shall 
have the power and duty to determine, on the basis of information known to 
them: 

       (a)  The amount of Voting Stock beneficially owned  by any Person; 

       (b)  Whether a Person is an Affiliate or Associate of  another; 

       (c)  Whether a Person has an agreement, arrangement or understanding 
       with, or is acting in concert with,  another; 

       (d)  Whether the assets subject to any Business  Combination constitute 
       a Substantial Part as hereinabove defined; 

       (e)  Whether a proposed transaction is proposed,  directly or 
       indirectly, by or on behalf of any Person; 

       (f)  Whether a proposed amendment of any Article of these Articles of 
       Association would have the effect of  modifying or permitting 
       circumvention of the provisions of Article Eighth through Twelfth of 
       these Articles of Association; and 

       (g)  Such other matters with respect to which a  determination is 
       required under Articles Eighth through  Twelfth of these Articles of 
       Association. 

       Any such determination shall be conclusive and binding for all purposes 
of Articles Eighth through Twelfth of these Articles of Association. 

     10.6  The affirmative votes required by this Article Tenth is in addition 
to the vote of the holders of any class or series of capital stock of the 
Corporation otherwise required by law, the Articles of Association, any 
resolution which has been adopted by the Board of Directors providing for the 
issuance of a class or series of capital stock  or any agreement between the 
Corporation and any national securities exchange. 

     10.7  Nothing contained in this Article Tenth shall be construed to 
relieve any Interested Person from any fiduciary or other obligation imposed 
by law. 


     ELEVENTH:  11.1  Action shall be taken by the shareholders only by 
unanimous written consent or at annual or special meetings of shareholders of 
the Corporation except that, if and with the percentage of the outstanding 
Preference Stock or any series thereof (the 'Required Percentage') set forth 
in the resolution or resolutions adopted by the Board of Directors with 
respect to the Preference Stock, action may be taken without a meeting, 
without prior notice and without a vote, if consent in writing setting forth 
the action so taken, shall be signed by the holders of the Required Percentage 
of the outstanding Preference Stock or any series thereof entitled to vote 
thereon. 

     11.2  Any new business  proposed by any shareholder to be taken up at the 
annual meeting  of shareholders shall be stated in writing and filed with the 
 Secretary of the Corporation at least 60 days before the date of the annual 
meeting, and all business so stated, proposed and filed shall, if appropriate 
under applicable law, be considered at the annual meeting, but no other 
proposal shall be acted upon at the annual meeting.  Any shareholder may make 
any other proposal at the annual meeting and the same may be discussed and 
considered, but unless stated in writing and filed with the Secretary of the 
Corporation at least 60 days before the meeting, such proposal shall, if 
appropriate under applicable law, be held over for action at an adjourned, 
special or annual meeting of shareholders taking place 30 days or more 
thereafter.  These provisions shall not prevent the consideration and approval 
or disapproval at the annual meetings of reports of officers, directors and 
committees, but in connection with such reports no new business shall be acted 
upon at such annual meeting unless stated and filed as herein provided.  The 
business to be taken up at a special meeting of shareholders shall be confined 
to that set forth in the notice of special meeting. 


     TWELFTH:  12.1  Any amendment, change or repeal of Articles Eighth and 
Articles Tenth through Twelfth (an 'Amendment') or any other amendment of 
these Articles of Association which would have the effect of modifying or 
permitting circumvention of the provisions of Article Eighth and Articles 
Tenth through Twelfth (an 'Other Amendment') shall require approval by the 
affirmative votes of at least:

       (1)  a majority of the Entire Board of Directors, which shall include, 
     if an Interested Person exists for purposes of this Article Twelfth, a 
     majority of the Continuing Directors; and

       (2)  a majority of the votes held by the holders of Voting Stock except 
     that if an Interested Person exists for purposes of this Article Twelfth, 
     the affirmative votes of at least 80% of the votes held by the holders of 
     shares of Voting Stock including an Independent Majority of Shareholders, 
     shall be required; provided, however, that if 66-2/3% of the Continuing 
     Directors shall approve such Amendment or Other Amendment, then 
     notwithstanding the existence of an Interested Person for purposes of 
     this Article Twelfth, such Amendment or Other Amendment shall require 
     only such affirmative vote as is required by law, by any other provision 
     of these Articles of Association, by the terms of any outstanding classes 
     or series of capital stock of the Corporation or by any agreement with 
     any national securities exchange to effect a Business Combination, but in 
     no event by less than a majority of the votes held by the holders of 
     Voting Stock.

     12.2  Any amendment, change or repeal of Article Ninth of these Articles 
of Association or any amendment of these Articles of Association which would 
have the effect of modifying or permitting circumvention of the provisions of 
Article Ninth shall require approval by the affirmative votes of at least:

       (1)  a majority of the Entire Board of Directors, which shall include, 
     if an Interested Person exists for purposes of this Article Twelfth, a 
     majority of the Continuing Directors; and

       (2)  66-2/3% of the votes held by holders of Voting Stock, except that 
     if an Interested Person exists, by the affirmative votes of at least 80% 
     of the votes held by the holders of shares of Voting Stock, including an 
     Independent Majority of Shareholders.


     THIRTEENTH:  A director of the Corporation shall not be personally liable 
to the Corporation or its shareholders for monetary damages for breach of the 
director's duty as a director, except for liability of a director (i) for any 
breach of the director's duty of loyalty to the Corporation or its 
shareholders; (ii) for acts or omissions not in good faith or which involve 
intentional misconduct or a knowing violation of law; (iii) the liability 
imposed pursuant to the provisions of Section 7-1.1-43 of the Rhode Island 
Business Corporation Act; or (iv) for any transaction from which the director 
derived an improper personal benefit (unless said transaction is permitted by 
Section 7-1.1-37 of the Rhode Island Business Corporation Act).  If the Rhode 
Island Business Corporation Act is amended after approval by the shareholders 
of this Article to authorize corporate action further eliminating or limiting 
the personal liability of directors, then the liability of a director of the 
Corporation or its shareholders shall be eliminated or limited to the fullest 
extent permitted by the Rhode Island Business Corporation Act, as so amended.

     Any repeal or modification of the foregoing paragraph by the shareholders 
of the Corporation shall not adversely affect any right or protection of a 
director of the Corporation existing at the time of such repeal or 
modification.

     FOURTEENTH:  The restated articles of incorporation correctly set forth 
without change the corresponding provisions of the Articles of Incorporation 
as heretofore amended, and supersede the original articles of incorporation 
and all amendments thereto.

Dated: July   , 1993          HASBRO, INC.



                                    /s/ Alan G. Hassenfeld      
                         
                                           Its President


                                   /s/ Donald M. Robbins       

                                            Its Secretary



STATE OF RHODE ISLAND )
                      :Sc.
COUNTY OF PROVIDENCE  )

     At Pawtucket in said county on this 14th day of July, 1993, personally 
appeared before me Alan G. Hassenfeld, who, being by me first duly sworn, 
declared that he is the President of Hasbro, Inc. that he signed the foregoing 
document as President of the corporation, and that the statements therein 
contained are true.



                                        /s/ Marie D. Pamental   
                                     ---------------------------
                                          Notary Public
                                     My Commission Expires 2/5/95


[NOTARIAL SEAL]



                STATE OF RHODE ISLAND AND PROVIDENCE PLANTATIONS
                        OFFICE OF THE SECRETARY OF STATE

                     RESTATED CERTIFICATE OF INCORPORATION

                                      OF

                                 HASBRO, INC.



     I, Andred Totolo, Acting Deputy Secretary of State hereby certify that 
duplicate originals of Restated Articles of Incorporation of Hasbro, Inc., 
duly signed and certified pursuant to the provisions of Chapter 7-1.1 of the 
General Laws, 1956, as amended, have been received in this office and are 
found to conform to law, and that the foregoing is a duplicate original of the 
restated Articles of Incorporation.



                              Witness my hand and the seal of
                              State of Rhode Island this 14th day
                              of July 1993.


                                  /s/ Andred Totolo             
                              ----------------------------------
                              Acting Deputy Secretary of State